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                            PATENT LICENSE AGREEMENT
                            ------------------------


This is a Patent License Agreement (the "Agreement"), entered into as of January
1, 2004, between PharmaStem Therapeutics, Inc., a Delaware corporation having an
address of 700 Building, 435 Devon Park Drive, Wayne, PA 19087-1990
("PharmaStem" or "Licensor"), and Cord Partners, Inc., ("Cord Partners" or
"Licensee"), a Florida corporation having an address of 10940 Wilshire
Boulevard, 6th Floor, Los Angeles, CA 90024.

Background. PharmaStem owns patents which relate to the storage, expansion, and
use of human stem cells. Cord Partners is in the business of storing, expanding,
and using hematopoietic stem cells and desires a license under PharmaStem's
patent portfolio. The parties hereto are entering into this Agreement for the
purpose of setting forth the terms and conditions of the license.

NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the parties agree as follows:

                              TERMS AND CONDITIONS
                              --------------------

1.       Definitions. The terms defined below shall have the meanings defined
         herein, when used in capital letters:

         a.       "Collection" or "Collected" means accumulation of or
                  accumulated Cord Blood in a container.

         b.       "Cord Blood" means blood or any blood components (including
                  without limitation stem cells) collected from a human
                  umbilical cord and/or placenta.

         c.       "Cryopreservative" means an agent capable of preserving at
                  very low temperatures.

         d.       "Cryopreserve" means to preserve a material, such as Cord
                  Blood or Stem Cells, by freezing.

         e.       "Cryopreserved Blood" means (i) frozen Cord Blood, (ii) frozen
                  and thawed Cord Blood or (iii) any other composition which
                  would, but for this Agreement, infringe one or more claims of
                  the Licensed Patents, in all three instances with or without a
                  Cryopreservative.

         f.       "Effective Date" means the date noted in the first line of
                  this Agreement.

         g.       "Expanded Stem Cells" means Stem Cells, expanded from
                  Cryopreserved Blood, or Cryopreserved after expansion.

         h.       "Lawsuit" means PharmaStem Therapeutics, Inc. v. ViaCell, Inc.
                  et al., United States District Court for the District of
                  Delaware, Civ. No. 02-148 GMS.

         i.       "Licensed Patents" means U.S. Patents Nos. 5,004,681,
                  5,192,553, 6,461,645, 6,569,427 and 6,605,275 and all patents
                  that are related to any or all of those patents through
                  priority or otherwise, directly or indirectly, including but
                  not limited to, continuations, continuations in part,
                  divisions, reissues and reexaminations thereof, and shall
                  further include any other

                                        1

Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________


<PAGE>


                   patents owned or licensable by PharmaStem, with an effective
                   filing date prior to the Effective Date, that relate to
                   pharmaceutical compositions of human hematopoietic stem cells
                   derived from umbilical cord or placental blood and the
                   collection, storage or therapeutic use of the same.

         j.       "Licensed Process" means any process for the Collection,
                  storage or use of Cord Blood that would, but for this
                  Agreement, infringe one or more claims of Licensed Patents.

         k.       "Modified Stem Cells" means Stem Cells, modified from
                  Cryopreserved Blood, or Cryopreserved after modification.

         l.       "Patent Term" means the period ending on the expiration date
                  of the last-to-expire of the Licensed Patents.

         m.       "Revenues" means gross revenues paid to Licensee with respect
                  to the (i) creation, use or storage of any composition or use
                  of any process that would, but for this Agreement, infringe
                  one or more claims of the Licensed Patents, (ii) Collection,
                  storage or and/or use of Specimens, or (iii) creation, storage
                  or use of Expanded Stem Cells or Modified Stem Cells.

         n.       "Specimen" means a discrete amount of Cryopreserved Blood
                  Collected from a human.

         o.       "Stem Cells" means stem cells derived from Cord Blood.

         p.       "Storage Revenues" means Revenues based on the storage of
                  Specimens.

         q.       "Territory" means the United States of America, its
                  territories, possessions, and overseas military bases.

2.       Release and Dismissal of PharmaStem Therapeutics, Inc. v. Alpha Cord,
         Inc. et al., United States District Court for the Northern District of
         California, Case No. 04-00564-JSW.

         a.       In consideration of the mutual covenants, conditions and
                  agreements contained herein, and subject to the other
                  provisions of this Agreement, PharmaStem, on behalf of itself,
                  its assigns, and successors, hereby fully and forever
                  releases, discharges, and covenants not to sue or otherwise
                  institute or prosecute any legal, administrative, or other
                  proceeding against Cord Partners and its representatives,
                  agents, servants, employees, officers, directors and
                  shareholders, with respect to any and all liabilities and
                  claims asserted by PharmaStem in the Lawsuit.

         b.       In consideration of the mutual covenants, conditions and
                  agreements contained herein, and subject to the other
                  provisions of this Agreement, Cord Partners on behalf of
                  itself, its assigns, and successors, hereby fully and forever
                  releases, discharges, and covenants not to sue or otherwise
                  institute or prosecute any legal, administrative, or other
                  proceeding against PharmaStem and its representatives, agents,
                  servants, employees, officers, directors and shareholders with
                  respect to any and all liabilities and counterclaims asserted
                  by Cord Partners in the Lawsuit.

                                       2

Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________
<PAGE>

         c.       Upon execution of this Agreement, the parties will file with
                  the Court a stipulation to dismiss all claims and
                  counterclaims between the parties in the Lawsuit, with
                  prejudice, according to the terms of this Agreement. Each
                  party agrees to bear responsibility for all attorneys' fees,
                  expenses and costs that it has accrued in relation to the
                  lawsuit. This Agreement will be submitted to the Court, as an
                  exhibit to the stipulated dismissal, subject to a motion to
                  seal the Agreement under the local rules of the Court.

3.       License Grant to Licensee.

         Licensor hereby grants to Licensee a non-exclusive, non-transferable,
         royalty-bearing license under the Licensed Patents in the Territory to:

         a.       collect, make, have made, store, process, sell and import
                  Cryopreserved Blood, but not to make, have made, Cryopreserve,
                  store, process, use, sell, or import Expanded Stem Cells or
                  Modified Stem Cells;

         b.       make, have made, Cryopreserve, store, process, use, sell, or
                  import Expanded Stem Cells or Modified Stem Cells; and

         c.       in all other respects, perform Licensed Processes.

4.       Limitations on License Grant.

         a.       Licensee shall have no rights under this Agreement to
                  sublicense Licensed Patents, either directly or indirectly.

         b.       This Agreement does not enable Licensee to perform for
                  entities or subcontract to entities that have not entered into
                  separate license agreements with PharmaStem. However, it
                  enables Licensee to subcontract services for Collection or
                  storage of Cryopreserved Blood or creation or storage of
                  Expanded Stem Cells or Modified Stem Cells for a limited time
                  only, provided that the subcontractor enters into a separate
                  license agreement with PharmaStem within ninety (90) days from
                  the effective date of the subcontracting agreement between
                  Licensee and its subcontractor.

5.       License Fees. In consideration of the licenses granted to Licensee
         hereunder, Licensee agrees to make the following payments:

         a.       Standard Royalties for the License of Subparagraph 3(a). In
                  consideration of the license of subparagraph 3(a), Licensee
                  shall pay PharmaStem non-refundable royalty fees as follows:

                  i.       Specimen Collection Fee. Fifteen percent (15%) of all
                           Revenues generated at or around the time of
                           Collection, with a minimum cash fee of Two Hundred
                           Twenty Five Dollars ($225) for each Specimen
                           Collected during the Patent Term.

                                       3
Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________
<PAGE>


                  ii.      Annual Specimen Storage Fee. Fifteen percent (15%) of
                           all Revenues generated after the Collection, with a
                           minimum cash fee of Twenty Five Dollars ($25) for
                           each Specimen stored per year during the Patent Term.

         b.       Standard Royalties for the Licenses of Subparagraphs 3(b) and
                  3(c). In consideration of the licenses of subparagraphs 3(b)
                  and 3(c), Licensee shall pay to PharmaStem non-refundable
                  royalty fees as follows:

                   i.      Expanded or Modified Stem Cells. Fifteen percent
                           (15%) of Revenues generated during the Patent Term
                           from any product created or service performed
                           involving Expanded Stem Cells or Modified Stem Cells;
                           or

                  ii.      Alternative Fees. Fifteen percent (15%) of Revenues
                           generated from the performance of Licensed Processes
                           not otherwise subject to royalty under subparagraphs
                           5(b)(i) or (ii) or 5(c)(i).

6.       Payments.

         All royalty fees payable under paragraph 5(a)(i) shall accrue
         immediately upon the performance of the licensed activity giving rise
         to the royalty obligation while all other royalty obligations shall
         accrue upon receipt of revenue. All accrued royalties for the calendar
         quarter shall be paid by Licensee to PharmaStem in U.S. Dollars within
         thirty (30) days after the end of each calendar quarter.

7.       Reports.

         a.       Each payment under paragraph 6 shall be accompanied by a
                  written report, in the form of Exhibit A, certified by
                  Licensee to be complete and accurate, setting forth all
                  information reasonably necessary to calculate payments due
                  hereunder, including whether Licensee has complied with the
                  most current procedures established under paragraph 7(b). If
                  no payment is due in any calendar quarter as a result of the
                  lack of any activity giving rise to a royalty obligation,
                  Licensee shall provide a report no later than thirty (30) days
                  after the end of each calendar quarter.

         b.       Licensee shall provide PharmaStem with a copy of its
                  procedures established for the collection of data regarding
                  royalty fees payable hereunder and the computation and payment
                  of such royalty fees, (which procedures shall be in form and
                  substance satisfactory to PharmaStem) and shall review and
                  update those procedures, if appropriate, at least biannually,
                  and provide PharmaStem with a copy of those updated
                  procedures.

8.       Audits. Licensee shall keep books and records adequate to determine
         accurately the payments due under this Agreement. The books and records
         must be retained for at least seven (7) years after the delivery of the
         respective royalty reports to which they relate. PharmaStem shall have
         the right, no more than once during any calendar year, to have an
         independent certified public accountant inspect the relevant records of
         Licensee and confer with designated employees of Licensee on thirty
         (30) business days notice and during regular business hours to verify
         the reports and payments required to be made hereunder.

                                       4
Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                  Date: ______________

<PAGE>

         The auditor is authorized to provide PharmaStem with a written report,
         supported by copies of the applicable Licensee documentation, showing
         the results of the audit. Should an underpayment in excess of ten
         percent (10%) be discovered, Licensee shall pay the cost of the audit.
         In any event, Licensee shall promptly pay any underpayment together
         with interest at the annual rate of twelve percent (12%).

9.       Insurance. Licensee shall, at all times maintain product liability
         insurance in adequate amounts, but in any case not less than Three
         Million Dollars ($3,000,000) per occurrence, and commercial general
         liability insurance, errors and omissions insurance and any other
         insurance policies that are customary for the health care industry,
         each in adequate amounts but in any case not less than One Million
         Dollars ($1,000,000) per occurrence (hereinafter collectively
         "Insurance") with a carrier reasonably acceptable to PharmaStem, naming
         PharmaStem as an additional insured, and providing that such Insurance
         may not be cancelled without thirty (30) days prior notice to
         PharmaStem. Cord Partners shall provide PharmaStem with a certificate
         of the carrier, evidencing that insurance, no later than the Effective
         Date.

10.      Assignment, Successors and Assigns.

         a.       This Agreement and the licenses granted herein are personal to
                  Licensee and may not be assigned by Licensee, in whole or in
                  part, without the prior written consent of PharmaStem. An
                  Initial Public Offering (IPO) of any class or series of
                  Licensee stock is not an assignment for purposes of this
                  Section 10. A transfer of the rights and obligations of
                  Licensee under this Agreement in connection with any merger or
                  consolidation of Licensee, a change of control or sale of all
                  or substantially all of the assets of Licensee, or the assets
                  used in connection with this Agreement, shall be deemed an
                  assignment for purposes of this paragraph 9(a) and shall
                  require the prior written consent of PharmaStem. Any
                  assignment of this Agreement in violation of this paragraph
                  shall be void ab initio.

         b.       In addition to and not in limitation of paragraph 10(a), if
                  Licensee directly or indirectly, merges with or is acquired by
                  a third party which, at the time of the merger or acquisition,
                  is an infringer of one or more Licensed Patents, this
                  Agreement shall terminate unless the third party negotiates a
                  license agreement with PharmaStem within sixty (60) days after
                  the merger or acquisition becomes effective.

         c.       If Licensee, directly or indirectly, mergers with or is
                  acquired by a third party which, at the time of the merger or
                  acquisition, has a license under the Licensed Patents, the
                  terms of the license agreement with the higher royalty fees
                  shall apply to the merged or acquired entity and the other
                  license agreement shall terminate upon completion of the
                  merger or acquisition.

         d.       This Agreement shall be binding upon and inure to the benefit
                  of the parties hereto and their respective successors and
                  permitted assigns.

                                       5
Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________

<PAGE>


11.      Term. The term of this Agreement shall commence on the Effective Date
         and terminate, as to the license under the Licensed Patents and the
         future obligation to pay royalties, at the end of the Patent Term,
         unless this Agreement is sooner terminated in accordance with its
         terms.

12.      Termination.

         a.       For Cause. This Agreement may be canceled by either party,
                  upon thirty (30) days prior written notice, if the other party
                  is in breach of any of its material obligations hereunder,
                  including without limitation the payment of any royalty fee
                  due and owing, and the breach is not remedied within such
                  thirty (30) day notice period.

         b.       For Challenge. PharmaStem may terminate the Agreement, on
                  thirty (30) days notice, if Licensee challenges the validity
                  or enforceability of any of the Licensed Patents in any
                  judicial or administrative proceeding.

         c.       Adjudication of Invalidity. This Agreement may be terminated
                  by Cord Partners upon the entry of a judgment in the Lawsuit
                  from which no appeal is taken within the statutory time
                  period, that all of the Licensed Patents are invalid, not
                  infringed or unenforceable.

         d.       Failure to Obtain Insurance. PharmaStem may terminate this
                  Agreement immediately in the event that Licensee fails to
                  obtain or maintain continuously in effect the Insurance, as
                  provided in paragraph 9.

13.      Effect of Termination. Termination or expiration of this Agreement
         shall have no effect on PharmaStem's right to receive reports and
         royalty fees, conduct audits and enforce its rights related to
         activities prior to the date on which termination or expiration is
         effective. All of Licensee's rights and privileges to use the Licensed
         Patents shall cease upon the expiration of this Agreement or
         termination by either party.

14.      Notices. All notices or other communications required or permitted
         under this Agreement shall be in writing and shall be delivered by
         personal delivery, registered mail return receipt requested, a "Next
         Day Air" delivery service or by wire communications (i.e., telex, fax,
         etc.), at the address indicated in this Agreement or as otherwise duly
         notified.

15.      Dispute Resolution.

         a.       Negotiation of Disputes. In the event of any dispute arising
                  under this Agreement, senior executives of the parties with
                  decision making authority shall meet in Philadelphia, PA as
                  soon as reasonably possible (but no later than sixty (60) days
                  after notice) and shall enter into good faith negotiations
                  aimed at resolving the dispute. If they are unable to resolve
                  the dispute in a mutually satisfactory manner within an
                  additional sixty (60) days, the matter may be submitted to
                  mediation/arbitration as provided for in paragraphs 15(c) and
                  (d) ; provided, however, that if Licensee challenges the
                  validity of any of the Licensed Patents in connection with any
                  dispute arising hereunder or otherwise, PharmaStem shall have
                  the right to terminate this Agreement and pursue litigation of
                  all issues relating to the Licensed Patents and this
                  Agreement. For purposes of this Agreement, Licensee's bringing
                  prior art to the attention of PharmaStem without additional
                  efforts directed toward obtaining a finding that any claim of
                  the Licensed Patents is invalid shall not be deemed a
                  challenge to the validity of the Licensed Patents.

                                       6
Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________

<PAGE>

         b.       Mediation of Disputes. At the mutual option and consent of the
                  parties, the parties may agree to submit any unresolved
                  dispute to a sole mediator selected by the parties as soon as
                  reasonably possible (but no later than sixty (60) days after
                  mutual consent). If not thus resolved, the parties shall
                  proceed as specified in paragraph 15(c), unless litigation is
                  pursued by PharmaStem pursuant to paragraph 15(a).

         c.       Arbitration of Disputes. Subject to paragraph 15(a), any
                  unresolved disputes arising under or related to this
                  Agreement, including without limitation, any dispute as to the
                  validity, enforceability or applicability of any of the
                  Licensed Patents, shall be submitted to an arbitration
                  proceeding in Philadelphia, PA. The proceeding shall be
                  conducted under the then prevailing rules for commercial
                  arbitration (or, if the matter involves issues of patent
                  validity, infringement or enforceability, the patent
                  arbitration rules) of the American Arbitration Association
                  ("AAA"), by a single arbitrator, reasonably acceptable to both
                  of the parties, who must be an attorney with substantial
                  business and licensing experience in the field of biological
                  sciences and, if the matter includes issues of patent law,
                  must be a patent attorney with at least fifteen (15) years of
                  legal experience including substantial patent litigation
                  experience. If the parties are unable to agree on an
                  arbitrator, an arbitrator with those qualifications shall be
                  appointed by the AAA from its panel of experts. The arbitrator
                  shall have the authority to permit limited discovery to the
                  extent required by a party in order to establish its case. The
                  decision of the arbitrator shall be final and binding and may
                  be entered and enforced in any court of competent
                  jurisdiction. Any monetary award shall be payable in U.S.
                  dollars, free of any tax, offset or other deduction. Any
                  determination of the arbitration shall be confidential to the
                  parties hereto and binding solely on the parties hereto.

         d.       Fees. The parties shall bear their own costs and attorney fees
                  during any mediation and arbitration, except that the
                  arbitrator shall be permitted, in his discretion, to award
                  costs and reasonable attorneys fees to the prevailing party.

16.      Warranties of PharmaStem. PharmaStem warrants that:

         a.       It is the owner of all right, title and interest in and to the
                  Licensed Patents; and

         b.       It has the full power and authority to enter into this
                  Agreement and grant the license provided for hereunder.

         c.       To the best of its knowledge, with no investigation having
                  been made or required to be made, it knows of no third party
                  patents, which are necessarily infringed by the practice of
                  the invention as claimed in the Licensed Patents.

17.      Warranties of Licensee. Cord Partners represents and warrants to
         PharmaStem that

         a.       It has the full power and authority to enter into this
                  Agreement.

         b.       It will not conduct any operations that make use of, and will
                  not use in any manner or cause or permit any other person to
                  use in any manner the Cryopreserved Blood, Modified Stem
                  Cells, Expanded Stem Cells, Licensed Processes or, in any
                  other way conduct business under the Licensed Patents without
                  first obtaining the Insurance and thereafter during the term
                  of this Agreement maintaining the Insurance continuously in
                  effect.

         c.       It has collected 238 specimens prior to the Effective Date.

                                       7
Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________


<PAGE>


18.      Product Liability. Licensee shall, at all times during the term of this
         Agreement and thereafter, indemnify, defend and hold Licensor, its
         directors, officers, employees, affiliates, successors and assigns
         harmless against all claims, proceedings, demands and liabilities of
         any kind whatsoever, including legal expenses and reasonable attorneys'
         fees, arising out of the death of or injury to any person or persons or
         out of any damage to property resulting from the production,
         manufacture, sale, use, lease, consumption or advertisement of Cord
         Blood, Cryopreserved Blood, Expanded Stem Cells or Modified Stem Cells
         or any other use of any Licensed Patents by, on behalf of, or under the
         direction or authorization of Licensee or resulting from any breach of
         any obligation of Licensee hereunder.

19.      Miscellaneous.

         a.       Nothing in this Agreement shall be construed as:

                  i.       A warranty or representation that any product or
                           process will be free from infringement of patents of
                           third parties;

                  ii.      Conferring any license or right under any patent
                           other than the Licensed Patents; or

                  iii.     A warranty or representation as to the validity or
                           enforceability of the Patents.

         b.       Because of the nature of the Licensed Patents and the
                  interrelationship between their subject matter, Licensee
                  acknowledges that it desires to obtain a license under all of
                  the Licensed Patents as a group and not individually.

         c.       Licensee shall include an appropriate patent marking on
                  products and services licensed hereunder, sufficient to notify
                  purchasers of the existence of the Licensed Patents. The
                  notice shall read "Licensed under U.S. Patents 5,004,681,
                  5,192,553, 6,461,645, 6,569,427 and 6,605,275." As soon as
                  reasonably possible after receipt of a request from PharmaStem
                  to modify the notice to add additional newly issued Licensed
                  Patents, Licensee shall modify the notice.

         d.       The validity and interpretation of this Agreement shall be
                  governed by the laws of the State of Delaware, without regard
                  to conflicts of laws principles. Subject to paragraph 15, the
                  parties further consent to jurisdiction of the state and
                  Federal courts sitting in Wilmington, Delaware. Process may be
                  served on either party by U.S. Mail, postage prepaid,
                  certified or registered, return receipt requested, and
                  addressed as indicated in this Agreement or as otherwise
                  provided by proper notice.

         e.       This Agreement was negotiated in good faith by the parties as
                  willing licensor and willing licensee, each of which was
                  represented by counsel. Accordingly, the rule of construction
                  that holds that any ambiguities shall be construed against the
                  drafter shall not apply.

         f.       Licensee agrees that PharmaStem may disclose orally to other
                  potential licensees the existence and nature of this
                  Agreement, the fact that Licensee has taken a license under
                  the Licensed Patents, and the royalty fee provisions of
                  paragraphs 5 (b) and (c). The parties agree to the issuance of
                  the Press Release attached as Exhibit B. The specific payments
                  and royalties provided for herein shall not be publicly
                  disclosed by a party without the consent of

                                       8
Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________


<PAGE>


                  the other party, except that this Agreement may be disclosed
                  (i) as may be required by law, (ii) in a patent infringement
                  suit involving any of the Licensed Patents, under a reasonable
                  protective order; (iii) subject to a reasonable
                  confidentiality agreement, to prospective buyers of, or
                  investors in, PharmaStem or Licensee, and (iv) to each party's
                  outside legal and accounting advisors.

         g.       This Agreement (including the Exhibits attached hereto), the
                  Negotiation Agreement dated February 19, 2004 shall be deemed
                  to contain the complete and final agreement between the
                  parties, and shall supersede all previous understandings
                  relating to the subject matter hereof, whether oral or
                  written. This Agreement may only be modified by a written
                  agreement signed by duly authorized representatives of the
                  parties.

         h.       This Agreement may be executed in two or more counterparts
                  (including by facsimile), each of which shall be deemed an
                  original, but all of which taken together shall constitute one
                  and the same Agreement.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.



PHARMASTEM THERAPEUTICS, INC.

AGREED:

BY: Nicholas Didier
    -------------------
TITLE:  President

CORD PARTNERS, INC.

AGREED:

BY: Matthew L. Schissler
    -------------------------------

TITLE: Chairman and Chief Executive Officer


Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________


                                       9

<PAGE>


                                   EXHIBIT A

                            PATENT LICENSE AGREEMENT,
                                      DATED
                                JANUARY 1, 2004,
                                     BETWEEN
                          PHARMASTEM THERAPEUTICS, INC.
                                       AND
                               CORD PARTNERS, INC.
                            (THE "LICENSE AGREEMENT")

                                 ROYALTY REPORT
                                 --------------


Royalty Period Covered by this Report ("Royalty Period"):

Number of Specimens collected during the Royalty Period: Computation of royalty
payable:

Number of Specimens stored during the Royalty Period: Computation of royalty
payable:

Number of Specimens Expanded during the Royalty Period:
Gross Revenues from Expanded Specimens:
Royalty payable:

Number of Specimens Modified during the Royalty Period:
Gross Revenues from Modified Specimens:
Royalty payable:

Gross Revenues from Licensed Processes:
Royalty payable:

The undersigned hereby certifies that he (or she, as applicable) (1) has
reviewed the manner in which data has been collected, analyzed and computed to
prepare this report; (2) has consulted with patent counsel about any questions
regarding the interpretation of the License Agreement or Licensed Patents; and
(3) has read this Report carefully and (4) the Report accurately states all
royalty amounts accrued under the License Agreement for the Royalty Period and
the Cash Position.

Terms used in this Royalty Report and defined in the License Agreement are used
as defined.


----------------------------------
Name:
Title:
Date:


Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________




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